EX-10.25



 Exhibit 10.25 

BROADCASTING MEDIA PARTNERS, INC. 

2010 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED STOCK UNIT AWARD 

Reference Number: 2014-A 
  

			
	Participant:	  	Randy Falco
		
	Number of Units:	  	40,000
		
	Type of Award:	  	Restricted Stock Units
		
	Dividend Equivalents:	  	If dividends or other distributions are paid in respect of the Shares underlying the Units, then a dividend equivalent equal to the amount paid in respect of one Share shall accumulate and be paid with respect to each unvested Unit
within fifteen (15) days following the date on which the unvested Unit vests.
		
	Date of Grant:	  	September 18, 2013
		
	Vesting Commencement Date:	  	July 15, 2013
		
	Vesting Schedule:	  	One-fourth (25%) of the Units shall vest on each of the first four anniversaries of the Vesting Commencement Date (each such date a “Vesting Date”), provided Participant’s Service has not terminated prior to
the applicable Vesting Date and the vesting of any Units has not been accelerated as provided below.
		
	Additional Vesting Terms:	  	 The Participant shall vest, upon the Participant’s termination of Service with Univision Communications Inc. and its subsidiaries and
affiliates (“Univision”) without Cause, resignation for Good Reason or by reason of his or her death or Permanent Disability (in each case, a “Protected Termination”), in a portion of the Units determined by (i)
multiplying the number of Units by a fraction (not greater than one), the numerator of which is the sum of the number of full and partial months of Service since the Vesting Commencement Date plus twelve (12) months and the denominator of which is
forty-eight (48) and (ii) subtracting from such amount the number of Units that have already vested prior to such Protected Termination. The vesting requirement with respect to the Units shall be deemed to be fully satisfied upon the
Participant’s termination of Service (i) by the Company without Cause or by Participant with Good Reason, in each case, within the one-hundred eighty (180) day period immediately preceding a Change of Control; provided, the Participant
reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change of Control that actually occurs within the one-hundred eighty (180) days following such termination; or (ii) due to a Protected Termination
on or following a Change of Control.
  
 In the event the Participant’s Service with
the Company is terminated for Cause (as defined below) or the Participant resigns at a time when Cause existed (without regard to any applicable cure periods), all unvested










			
		  	Units shall be forfeited and any Shares previously issued in settlement of vested Units shall be forfeited and canceled for no consideration, except to the extent that the intent of the parties to permit such a forfeiture would be
impermissible under California law (only if and to the extent that California Law is applicable). Except as set forth above, the Units will be cancelled upon a termination of Participant’s Service and the Participant shall forfeit any rights
with respect thereto.
		
	Settlement:	  	Units that become vested shall be settled within fifteen (15) days following the applicable Vesting Date by delivery of the Shares underlying the Unit.
		
	Withholding:	  	The Participant may elect to satisfy the minimum applicable tax withholding in connection with the settlement of Units by having Shares otherwise deliverable in such settlement, having a Fair Market Value (as defined in the Plan)
equal to the amount of such withholding, withheld by the Company.
		
	Definitions:	  	“Cause”, “Change of Control”, and “Service” shall have the same meaning as set forth in the Plan. “Permanent Disability” and “Good Reason” shall
have the same meaning as set forth in Section 8 of the Award Agreement.

 [Remainder of Page Intentionally Left Blank] 







 By signing your name below, you accept this Award and acknowledge and agree that this Award is granted under and
governed by the terms and conditions of Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement reference number 2014-A attached hereto, both of which are hereby
made a part of this document and, in the event of a conflict between the terms of this Notice and the terms of the Plan, the terms of the Plan shall take precedence. 

 

			
	BROADCASTING MEDIA PARTNERS, INC.
		
	By:	 	 /s/ Jonathan Schwartz 10/16/14

	Name:	 	Jonathan Schwartz
		 	Executive Vice President & General Counsel
		
	By:	 	  

	Name:	 	


  

			
	PARTICIPANT
		
	Signature:	 	 /s/ Randel A. Falco

	Print Name:	 	Randel A. Falco



  
 [SIGNATURE PAGE TO RSU
NOTICE] 








 BROADCASTING MEDIA PARTNERS, INC.

 2010 Equity Incentive Plan 

Restricted Stock Unit Award Agreement 

Reference Number: 2014-A 
  

	SECTION 1.	GRANT OF RESTRICTED STOCK UNIT AWARD. 

 (a) Award. On the terms and conditions set forth in this
Agreement and each Notice of Restricted Stock Unit Award referencing this Agreement (the “Notice”), Broadcasting Media Partners, Inc. (the “Company”) hereby grants the Participant the Restricted Stock Units under the terms set
forth in the Notice (the “Units”) pursuant to and in accordance with the terms of the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “Plan”). Each Notice, together with this referenced Agreement, shall be a
separate award governed by the terms of this Agreement and the Plan. This Agreement shall apply both to this Award and to the Shares issued in settlement thereof. 

(b) Adjustment of Award. The number of Units subject to this Award is subject to adjustment following the occurrence of certain events affecting the
Company, as provided in Section 10 of the Plan. 
 (c) Equity Incentive Plan and Defined Terms. The Units are granted under and subject
to the terms of the Plan. Capitalized terms are defined in Section 8 of this Agreement and in the Plan. 
  

	SECTION 2.	SECURITIES LAW ISSUES. 

 (a) Securities Not Registered. Neither the Units nor the
underlying Shares have been registered under the Securities Act. To the extent any securities are deemed issued in respect of the Units, they are being issued to the Participant in reliance upon either (i) a registration of such securities
under applicable securities laws or (ii) an exemption from registration under applicable securities laws. 
 (b) Participant Representations.
The Participant hereby confirms that he or she has been informed that any securities issued pursuant to this Award are “restricted securities” under the Securities Act which may not be resold or transferred unless they are first registered
under the Securities Act or unless an exemption from such registration is available. Accordingly, the Participant hereby represents and acknowledges as follows: 
  

	 	(i)	The Units and any Shares issued in settlement thereof are being acquired for investment, and not with a view to sale or distribution thereof; 


 

	 	(ii)	The Participant is prepared to hold the Units and any Shares issued in settlement thereof for an indefinite period and is aware that Rule 144 promulgated under the Securities Act (which exempts certain resales of
securities) is not presently available to exempt the resale of the Units and any Shares issued in settlement thereof from the registration requirements of the Securities Act. 


 

	 	(iii)	The Participant is an “accredited investor” within the meaning of Rule 501(e) of Regulation D of the Securities Act by virtue of the Participant’s position with the Company, income, assets or otherwise.


 (c) Registration. The Company may, but shall not be obligated to, register or qualify the award of the Units or Shares issued in
settlement thereof to the Participant under the Securities Act or any other applicable law, except, solely with respect to Participants who are signatories to or have executed a joinder with respect to the Registration Rights Agreement (with respect
to the Shares issued in settlement of this Award), as required under the Registration Rights Agreement. 

  
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 (d) Market Stand-Off. In connection with any underwritten public offering by the Company of its equity
securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s Initial Public Offering, the Participant hereby agrees, at the request of the Company or the managing underwriters, to be bound
by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such public offering restricting such Participant’s right to (a) Transfer, directly or indirectly, any Shares acquired under this Agreement or any securities
convertible into or exercisable or exchangeable for such Shares or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Shares acquired under this Agreement, in each case to the
extent that such restrictions are agreed to by the Majority Principal Investors (as defined in the Stockholders Agreement) (or a majority of the shares of Common Stock if there are no Principal Investors remaining) with the underwriter(s) of such
public offering (the “Principal Lock-Up Agreement”); provided, however, that the Participant shall not be required by this Section 2(d) to be bound by a lock-up agreement covering a period of greater than 90 days
(180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to: (a) Transfers to Permitted Transferees of the
Participant permitted in accordance with the terms of this Agreement, (b) conversions of Shares into other classes of Shares or securities without change of Participant and (c) during the period preceding the execution of the underwriting
agreement, Transfers to a charitable organization, described by Section 501(c)(3) of the Code, permitted in accordance with the terms of the Stockholders Agreement. 

(e) Additional Restrictions. The Units and any Shares issued in settlement thereof are subject to such additional restrictions as are set forth in the
Stockholders Agreement and any employment or consulting agreement between the Participant and the Company or any Subsidiary or Affiliate, as well as such other restrictions upon the sale, pledge or other transfer of such Shares (including the
placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions), that in the judgment of the Company, are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of
any state or any other law. 
 (f) Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever
additional documents that the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant, Units or the Shares pursuant to the provisions of this Agreement or to
comply with applicable laws. 
  

	SECTION 3.	TRANSFER 

 (a) General Rule. The Units may not be transferred to any person other than to the
Company or to a Permitted Transferee in accordance with the terms of the Stockholders Agreement (whether or not the Participant has executed a joinder to the Stockholders Agreement) or any other applicable agreement entered into by the Company and
the Participant. Notwithstanding the above, this Section 3(a) shall cease to apply as to any Shares issued upon settlement of the Units upon an Initial Public Offering, subject to the Stockholders Agreement or any other applicable agreement
entered into by the Company and the Participant. 
 (b) Transferee Obligations. If the Units are transferred to a Permitted Transferee, such
Permitted Transferee must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement to the same extent as if such Units were retained by the
Participant. 

  
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	SECTION 4.	SETTLEMENT OF UNITS. 

 (a) Time of Settlement. Subject to the terms of the Plan, the Notice and
this Agreement, the Units shall be settled at such time and in such form as is set forth in the Notice; provided, however, that Units shall be settled in all events no later than March 15 of the year following the year in which
such Units vest. As of the Date of Grant set forth in the Notice, the Participant shall enter into a joinder to the Stockholders Agreement (if not already a party to the Stockholders Agreement with respect to such Shares) substantially in the form
attached hereto as Exhibit A. to become effective upon the settlement of the Units by the delivery of Shares. 
 (b) Shareholder Rights. The
Participant (or any successor in interest) shall not have any of the rights of a shareholder (including, without limitation, voting, dividend and liquidation rights) with respect to the Units. 

(c) Withholding Requirements. Unless the Participant elects to satisfy the minimum applicable income and employment tax withholdings in connection with
the settlement of Units by having Shares otherwise deliverable in such settlement, having a Fair Market Value equal to the amount of such withholdings, withheld by the Company (a “Withholding Tax Election”), the Participant shall
pay the amount of such withholdings to the Company in cash within ten (10) days after the Units vest, provided that, if the Participant does not make such payment to the Company within such ten (10) day period, the Participant shall be
deemed to have made a Withholding Tax Election. 
 (d) Legend. The Shares issued in settlement of the Units shall, unless otherwise determined by the
Company, bear the following legend: 
 “THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE
OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF THIS RESTRICTED STOCK UNIT AWARD AGREEMENT. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE.” 

(e) No Fractional Shares. No scrip or fractional certificates will be issued with respect to any Shares issued in settlement of the Units. If a
Participant would otherwise be entitled to receive fractional Shares in respect of the Units, the Company shall round the number of Shares to be received to the closest whole Share; provided that in no event shall a Participant receive more than the
total number of Shares subject to the Award. If the number of Shares received by a Participant has been rounded down, the Company shall record the amount of such fractional Shares in a book entry account and shall issue one or more whole Shares in
respect of such amount on the last settlement date applicable to such Award; provided, however, if a Participant’s account is credited with fractional Shares on the date immediately prior to the expiration or termination of the Award, the
Company shall pay the Participant cash in lieu of such fractional Shares. 
  

	SECTION 5.	RESTRICTIONS ON SHARES. 

 (a) Drag-Along Rights. Shares issued in settlement of the Units shall be
subject to the Drag-Along Rights as set forth in Sections 4.2 and 4.3 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Sections 4.2 and 4.3 of the Stockholders Agreement to apply
mutatis mutandis to this Agreement. The Participant shall be deemed to have appointed each 

  
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member of the Principal Investors, with full power of substitution, as the Participant’s true and lawful representative and attorney-in-fact, in such Participant’s name, place and
stead, to execute and deliver any and all agreements that the members of the Principal Investors reasonably believe arc consistent with the purposes of Sections 4.2 and 4.3 of the Stockholders Agreement. The foregoing power of attorney is coupled
with an interest sufficient in law to support an irrevocable power and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Participant 

(b) Tag-Along Rights. Shares issued in settlement of the Units shall be subject to the Tag-Along Rights as, and to the extent, set forth in
Section 4.1 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Section 4.1 of the Stockholders Agreement to apply mutatis mutandis to this Agreement. 

(c) Voting Rights. The Participant hereby appoints each Principal Investor as its proxy to vole the Shares issued in settlement of the Units, whether
at a meeting or by written consent in accordance with the provisions of Section 2 of the Stockholders Agreement (whether or not the conditional joinder to the Stockholders Agreement executed by the Participant becomes effective pursuant to
Section 4 hereof). The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Solely with respect to Participants whose joinder to the Stockholders Agreement has become effective,
this proxy shall not be used to affect any amendment pursuant to the Stockholders Agreement and Registration Rights Agreement, which, by its terms, Discriminates (as defined in the Registration Rights Agreement) against the holders of Management
Shares (as such term is defined in the Stockholders Agreement); provided that it is understood and agreed that, for the purposes of interpreting and enforcing this proxy, amendments that affect all Stockholders (as such term is defined in the
Stockholders Agreement) will not be deemed to Discriminate against the holders of Management Shares simply because holders of such shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the
Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. Notwithstanding the above, this paragraph 5(d) shall cease to apply as to any such
Shares upon the termination of the Stockholders Agreement as to such Shares, subject to any other applicable agreement entered into by the Company and the Participant. 

(d) Forfeiture of Shares upon Termination for Cause. The Shares issued in settlement of the Units shall be forfeited without payment therefor in the
event the Participant’s Service is terminated for Cause or the Participant resigns at a time when Cause existed (without regard to any applicable cure periods), except to the extent that the intent of the parties to permit such a forfeiture
would be impermissible under California law (only if and to the extent that California Law is applicable). 
 (e) Additional Shares or Substituted
Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of
such transaction distributed with respect to any of the Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5. 

  
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	SECTION 6.	CALL RIGHT. 

 (a) Call Right. If the Participant’s Service with the Company ceases for any
reason, the Company shall have the right (hut not an obligation) to call any Shares issued in settlement of the Units on such termination (or at any time thereafter). 

(b) Exercise Notice. In the event the Company wishes to exercise its Call Right, the Company shall notify the Participant (or any Permitted Transferee
to whom the Shares have been transferred) by written notice that the Company has elected to exercise such right, and the number of Shares with respect to which the right is being exercised. 

(c) Execution of Call. The closing of any purchase and sale pursuant to the Call Right shall take place at the principal office of the Company as soon
as reasonably practicable and in no event later than thirty (30) days after the dale of the Company’s exercise notice described in Section 6(b) or at such other time and location as the parties to such purchase may mutually determine.

 (d) Purchase Price. If the Company exercises the Call Right, the Participant shall sell, and shall cause any Permitted Transferee to whom Shares
have been transferred to sell (and such Permitted Transferee shall sell), to the Company all of the Shares subject to the Call Right and the Company shall purchase each such Share for its Fair Market Value on the date of the issuance of the
Company’s exercise notice pursuant to Section 6(b). The Company shall make commercially reasonable efforts, as determined by the Board of Directors in good faith, to pay all or any portion of the repurchase price in cash. However, if the
Company cannot make all or any portion of the payment in cash it shall issue a promissory note with a principal amount equal to the amount of the repurchase price which was not paid in cash (e.g., the full amount or a portion thereof, as
applicable), on which interest will accrue on the principal thereof at a rate equal to the prime rate and the principal, together with the interest thereon, will become due and payable, to the extent commercially reasonable (as determined by the
Board of Directors), in three equal annual installments, payable on the First, second and third anniversaries of the date of issuance thereof. 
 (e)
Change of Control. Notwithstanding the foregoing, if (i) the Company enters into a definitive agreement with respect to a Change of Control of the Company within three (3) months following the Company’s delivery to the
Participant of a notice of exercise of the Call Right in accordance with Section 6(b), (ii) within twelve (12) months following the initial signing of such definitive agreement, a Change of Control is consummated pursuant to the terms
of such definitive agreement (including such agreement as may be amended within such period), and (iii) the net cash proceeds realized per Share with respect to such Change of Control exceeds the per Share purchase price sold by the Participant
in connection with the Call Right, then the Participant shall be entitled to an additional payment as part of the sales price as soon as reasonably practicable following such Change of Control, equal to the excess of the per Share net cash proceeds
realized over the per Share purchase price of the Call Right, multiplied by the number of Shares of Common Stock previously sold by Participant in connection with the Call Right. This Section 6(e) shall not apply if the Company exercises the
Call Right following the Participant’s termination for Cause or the Participant’s resignation after an inquiry by the Company as to the existence of Cause has been initiated and Cause existed as of the date of such resignation. 

(f) Lapse of Rights. 
  

	 	(i)	Except as provided in subsection (ii) below, the Call Right shall lapse upon the earlier of (A) the eighteen (18) month anniversary of the Participant’s termination of Service, and (B) an
Initial Public Offering. 

  

	 	(ii)	The Company’s rights to purchase Shares upon the Participant’s (A) termination for Cause (or the Participant’s resignation after an inquiry as to whether Cause exists has been initiated and Cause
existed as of the date of such resignation) or (B) material breach of the restrictive covenants set forth in Sections 8.1 and 8.2 of the amended and restated employment and non-competition agreement dated January 14, 2011, by and between
the Company and the Participant, as amended and may be amended from time to time or such provisions as may govern similar restrictions in any subsequent employment agreement between the Participant and the Company or any subsidiary or affiliated
thereof, shall lapse only upon an Initial Public Offering. 


  
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 (g) Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the
declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without
receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any of the Shares subject to
the Call Right or into which such Shares thereby become convertible shall immediately be subject to this Section 6. 
 (h) Termination of Rights as
Shareholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 6, then after such time the person
from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been
purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement. 
  

	SECTION 7.	MISCELLANEOUS PROVISIONS. 

 (a) No Retention Rights. Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary or Affiliate employing or retaining the
Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause. 

(b) Notification. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or
upon deposit with the United States Postal Service, by registered or certified mail, or a nationally recognized overnight express mail service with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office
to the attention of the Executive Vice President and Chief Human Resources Officer of the Company with a copy to the Executive Vice President, General Counsel and Secretary of the Company, and to the Participant at the address that he or she most
recently provided to the Company. 
 (c) Entire Agreement. This Agreement, the Notice, the Plan, the Stockholders Agreement (or such other
stockholders agreement entered into by the Company and the Participant), any employment or consulting agreement between the Participant and the Company, and, for the avoidance of doubt, constitute the entire contract between the parties hereto with
regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. 

  
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 (d) Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any
other or subsequent breach or condition whether of like or different nature. 
 (e) Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of. and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any
such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof. 
 (f) Choice of
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State. 

(g) Compliance with Section 409A of the Code. The Company intends that the Units be structured in compliance with, or to satisfy an exemption
from, Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax
consequences, interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event the Units are subject to Section 409A, the Committee (as defined in the Plan) may, in its sole discretion, take the
actions described in Section 12 of the Plan. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be
made under the Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six
(6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six-month period or as soon as administratively
practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under
Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would
violate Section 409A. For purposes of any such provision of the Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from
service.” 
  

	SECTION 8.	DEFINITIONS. 

  

	(a)	“Agreement” shall mean this Restricted Stock Unit Award Agreement. 

 (b) “Call
Right” shall mean the Call Right described in Section 6 of this Agreement. 
 (c) “Change of Control” shall have the meaning
ascribed to such term in the Plan. 
 (d) “Common Stock” shall mean the common stock, par value $0.001 per share, of the Company. 

(e) “Company” shall have the meaning described in Section 1(a) of this Agreement. 

(f) “Company Securities” shall mean Common Stock or such other class or kind of shares or other securities resulting from an event described
in Section 10 of the Plan. 
 (g) “Fair Market Value” For purposes of Section 6 of this Agreement, and except as otherwise
modified in the Notice, shall mean with respect to any Share (i) prior to an Initial Public Offering, the fair 

  
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value of such Share based on an independent, third party valuation obtained by the Company from a nationally recognized appraiser and without any liquidity or minority discounts and (ii) on
and after an initial Public Offering, Fair Market Value shall mean the average closing price of a Share over a period of 90 calendar days (45 days before and 45 days after the date of such valuation or, if Shares are not publicly traded during any
portion of such period, such other 90-day period that most closely resembles that period) (subject to appropriate equitable adjustments if Company Securities, other than the Shares remain outstanding at the time of determination). Prior to an
Initial Public Offering, when determining the Fair Market Value, the Participant may obtain a second independent, third party valuation from a nationally recognized appraiser. In the event the Participant’s valuation is within ten percent
(10%) of the Company’s valuation, the average of the two valuations shall be used. In the event the Participant’s valuation is greater than one hundred ten percent (110%) of the Company’s valuation, the Company and the
Participant shall submit to binding baseball-type arbitration before a single arbitrator, conducted in accordance with the commercial arbitration rules of the AAA. The Company shall pay the reasonable costs of the arbitrator. If the arbitrator
selects the Participant’s valuation, the Company shall reimburse the Participant for the reasonable cost of the Participant’s valuation and the Participant’s reasonable legal fees in conducting the arbitration. 

(h) “Good Reason” shall mean either (i) a material reduction in base salary or (ii) a relocation of the
Participant’s primary office at least fifty (50) miles farther from both the Participant’s then primary office location and the Participant’s then primary residence, provided the Participant gives notice to the Company of a Good
Reason event within thirty (30) days of the occurrence of the event, the Company does not cure such event within thirty (30) days of receipt of such notice and the Participant terminates Service within ten (10) days thereafter;
provided, however, that if a Participant is a party to any employment or other agreement governing the provision of services to the Company or any Subsidiary or Affiliate, and such agreement defines “Good Reason” (or term of like import),
“Good Reason” shall have the meaning given to such term (or term of like import) in such agreement 
 (i) “Initial Public
Offering” shall mean (i) “initial public offering” as defined in the Stockholders Agreement and (ii) Company Securities otherwise becoming traded on a national securities exchange. 

(j) “Notice” shall have the meaning described in Section 1(a) of this Agreement. 

(k) “Participant” shall mean the person named in the Notice. 

(l) “Permanent Disability” shall mean “permanent disability” as defined in any employment or other agreement between the Company
and the Participant governing the provision of Service by the Participant to the Company and its Affiliates as of the date hereof, and shall be interpreted in accordance with the procedures set forth therein, or in the absence of such an agreement,
Permanent Disability shall mean the Participant’s absence from the full-time performance of the Participant’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness, which is
determined to be total and permanent by the Board of Directors, in its sole discretion. 
 (m) “Permitted Transferee” shall
mean “permitted transferee” as defined in the Stockholders Agreement. 
 (n) “Plan” shall have the meaning
described in Section 1(a) of this Agreement. 
 (o) “Principal Investors” shall mean the “principal investors”
as defined in the Stockholders Agreement. 

  
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 (p) “Registration Rights Agreement” shall mean the Amended and Restated Participation,
Registration Rights and Coordination Agreement by and among the Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc. and Certain Persons who will be stockholders of the Company, dated as of December 20, 2010, as may
be amended from time to time. 
 (q) “Service” shall have the meaning ascribed to such term in the Plan. 

(r) “Share” shall mean a share of Common Stock, or such other class or kind of shares or other securities resulting from the application of
Section 10 of the Plan. 
 (s) “Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement by and among the
Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc., and Certain Stockholders of Broadcasting Media Partners, Inc., dated as of December 20, 2010, as amended from time to time. 

(t) “Transfer” shall mean “transfer” as defined in the Stockholders Agreement. 

(u) “Units” shall have the meaning described in Section 1(a) of this Agreement. 

(v) “Withholding Tax Election” shall have the meaning described in Section 4(c) of this Agreement. 

  
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